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COMMERZBANK AKTIENGESELLSCHAFT

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The Issuer, the Determination Agent and their affiliates may on the issue date of the Notes or at any<br />

time thereafter be in possession of information in relation to any Reference Underlyings that may be<br />

material to holders of any Notes and that may not be publicly available or not known to the<br />

Noteholders. There is no obligation on the part of the Issuer to disclose any such business or<br />

information to the Noteholders.<br />

These risk warnings do not substitute advice by the investor's bank or by legal, business or tax<br />

advisers, which should in any event be obtained in order to be able to assess the<br />

consequences of an investment in the Notes. Investment decisions should not be made solely<br />

on the basis of the risk warnings set out in this Prospectus and the relevant Final Terms since<br />

such information cannot serve as a substitute for individual advice and information which is<br />

tailored to the requirements, objectives, experience, knowledge and circumstances of the<br />

investor concerned.<br />

Risk Factors relating to Commerzbank Aktiengesellschaft<br />

Strategic Risks<br />

In acquiring Dresdner Bank and merging it with and into Commerzbank, the Bank has set itself the<br />

objective of establishing the Group for the long term as one of the leading German banks and creating<br />

a platform to unlock further growth potential, especially in Germany. In particular, the Bank aims to<br />

make the Group one of the leading main banks for private and corporate customers in Germany.<br />

However, the ongoing deterioration in economic conditions in the Group’s core markets, i.e.,<br />

particularly in Germany and Central and Eastern Europe, and worsening capital market conditions<br />

may prevent this goal from being achieved and the new strategic orientation from being implemented.<br />

Should the Group fail to implement the strategic plans it has announced, or fail to do so in full, or if the<br />

costs associated with the implementation of these plans were to exceed the Bank's expectations, the<br />

Group’s business, results of operations and financial condition could be materially adversely affected.<br />

The German banking sector is fiercely competitive. It is frequently waged via prices and conditions,<br />

resulting in margins that are commercially unattractive or inappropriate to the level of risk. In retail<br />

banking there exists a to some extent extensive competition. This may intensify in the future as many<br />

competitors are increasing their focus on retail banking at the expense of their core business on the<br />

back of the financial market crisis. In addition, the banks seek to reduce their dependency on the<br />

interbank market by increasing the share of their funding obtained from retail deposits. This<br />

development may also lead to even more intense competition.<br />

In the corporate client business, and also in the area of investment banking, German banks are<br />

competing with a range of foreign providers that have considerably expanded their footprint on the<br />

German market in the past few years, even though there has recently been talk of foreign banks<br />

adopting a more defensive business policy. On account of this intense competition, it is not possible to<br />

generate commercially attractive margins in some segments or subsegments of the market. In<br />

response to this situation, some competitors in the corporate client business do not always take<br />

sufficient account of the default risk that lending entails (risk-adjusted pricing). As a result, there is a<br />

risk at present that competition in the sector will continue to intensify.<br />

Should the Group fail to offer its products and services on competitive terms while continuing to<br />

generate margins that at least compensate for the costs and risks associated with its business<br />

activities, its business, results of operations and financial condition could be materially adversely<br />

affected.<br />

The Group is exposed to liquidity risk, i.e., the risk of being unable to meet its current and future<br />

payment obligations or of being unable to fulfill such obligations on time. Liquidity risk can take various<br />

forms. For example, the Group may be unable to meet its payment obligations on a particular day and<br />

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